Summary of MERCK & CO. INC.

Completion of Acquisition or Disposition of Assets, Creation of a Direct Financi

Item 2.01. Completion of Acquisition or Disposition of Assets.

On the Closing Date, upon the consummation of the Mergers pursuant to the Merger Agreement, New Merck completed the acquisition of Old Merck and Old Merck became a wholly owned subsidiary of New Merck.

Pursuant to the SP Merger, each outstanding share of common stock, par value $0.50 per share, of Schering-Plough ("Schering-Plough Common Stock") was converted into the right to receive $10.50 in cash and 0.5767 of a share of common stock, par value $0.50 per share, of New Merck (the "New Merck Common Stock" and together with the $10.50, the "SP Merger Consideration"). Each outstanding share of the 6.00% Mandatory Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of Schering-Plough remained outstanding as one share of the Preferred Stock, par value $1.00 per share, of New Merck. Pursuant to the Merck Merger, each outstanding share of common stock, par value $0.01 per share, of Old Merck was converted into one share of New Merck Common Stock.

The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, the terms of which are incorporated herein by reference.

Old Merck and New Merck (formerly Schering-Plough) are partners in an equally-owned partnership to develop and market new prescription medicines in the cholesterol-management therapeutic area.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Merck Supplemental Indenture

Effective as of the Closing Date, New Merck and Old Merck executed and delivered to U.S. Bank Trust National Association (the "Old Merck Trustee"), a Second Supplemental Indenture, dated as of the Closing Date (the "Second Supplemental Indenture") in accordance with that certain indenture dated April 1, 1991 (as supplemented by the First Supplemental Indenture, dated October 1, 1997 (the "First Supplemental Indenture"), the "Old Merck Indenture") between Old Merck and the Old Merck Trustee, pursuant to which New Merck fully and unconditionally guaranteed (a) the full and punctual payment when due of all obligations of Old Merck, whether for payment of principal, interest or premium on the Old Merck Notes (described below) when due, and all other monetary obligations of Old Merck under the Old Merck Notes, and (b) the full and punctual performance with applicable grace periods of all other obligations of Old Merck under the Old Merck Notes.

As of September 30, 2009, there was approximately $8,312,931,000 in aggregate principal amount of "Old Merck Notes," consisting of the following twenty-three series of notes issued by Old Merck prior to the Mergers:

1. $35,000,000 Floating Rate Notes due November 27, 2040

2. $46,000,000 Floating Rate Notes due December 21, 2040

3. $25,000,000 Floating Rate Notes due December 27, 2040

4. $26,000,000 Floating Rate Notes due February 6, 2041

5. $34,670,000 Floating Rate Notes due June 21, 2041

6. $25,000,000 Floating Rate Notes due July 18, 2041

7. $43,053,000 Floating Rate Notes due December 21, 2041

8. $30,000,000 Floating Rate Notes due November 28, 2041

9. $75,522,000 Floating Rate Notes due August 8, 2042

10. $68,514,000 Floating Rate Notes due February 18, 2043

11. $41,225,000 Floating Rate Notes due February 12, 2044

12. $1,250,000,000 1.875% Notes due 2011

13. $250,000,000 5.125% Notes due 2011

14. $500,000,000 4.375% Notes due 2013

15. $1,000,000,000 4% Notes due 2015

16. $1,000,000,000 4.75% Notes due 2015

17. $1,250,000,000 5% Notes due 2019

18. $250,000,000 6.3% Debentures due 2026

19. $500,000,000 5.95% Debentures due 2028

20. $500,000,000 6.4% Debentures due 2028

21. $500,000,000 5.75% Notes due 2036

22. $112,947,000 5.76% Notes due 2037

23. $750,000,000 5.85% Notes due 2039

Copies of the Old Merck Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively. The description of the Old Merck Notes and the guarantee above is qualified in its entirety by reference to the full text of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture.

S-P Supplemental Indenture

Effective as of the Closing Date, New Merck and Old Merck executed and delivered to The Bank of New York Mellon (the "S-P Trustee"), a Fifth Supplemental . . .

Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Accountant Previously Engaged as Principal Accountant

Prior to the Mergers, Old Merck's historical financial statements were audited by PricewaterhouseCoopers LLP ("PwC") and Schering-Plough's historical financial statements were audited by Deloitte & Touche LLP ("Deloitte").

On the Closing Date, the Board of Directors of New Merck ("New Merck Board") dismissed Deloitte as New Merck's independent registered public accounting firm.

The audit reports of Deloitte on the financial statements of Schering-Plough as of and for each of the two fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During Schering-Plough's fiscal years ended December 31, 2008 and 2007, and during Schering-Plough's subsequent interim period from January 1, 2009 through the Closing Date, the date of the dismissal of Deloitte, with regard to the financial statements referred to above, (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte's satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report, and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

New Merck provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish New Merck a letter addressed to the Securities and Exchange Commission stating whether it agrees with them. A copy of Deloitte's response is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Accountant as Principal Accountant

On the Closing Date, the New Merck Board formally engaged PwC as its independent registered public accounting firm for the fiscal year ending December 31, 2009. PwC was the independent registered public accounting firm for Old Merck during the fiscal years ended December 31, 2008 and 2007, and during Old Merck's subsequent interim period from January 1, 2009 through the Closing Date. During that time, neither Schering-Plough nor anyone acting on its behalf consulted PwC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on Schering-Plough's financial statements, or (iii) any other matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in each subsection of this Item 5.02 will be deemed to be disclosed in and incorporated by reference into another subsection of this Item 5.02 where such information would be relevant and required by such subsection in accordance with Form 8-K.

(b) Resignations and Terminations of Certain Officers and Directors

On the Closing Date, pursuant to the Merger Agreement, the Chief Executive Officer, and Executive Vice-President and Chief Financial Officer and the other "named executive officers" of Schering-Plough and the Vice President and Controller (the principal accounting officer) of Schering-Plough ceased to serve in their respective positions.

On the Closing Date, pursuant to the Merger Agreement, all of the directors of Schering-Plough (other than Mr. C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, M.D, who will remain as directors of New Merck) resigned as members of the Board of Directors of Schering-Plough. The members of the New Merck Board effective as of the Closing Date are listed below under Item 5.02(d), Appointment of Directors.

Effective as of the Closing Date, pursuant to the Merger Agreement, the New Merck Board appointed Mr. Richard Clark as the Chairman, President and Chief Executive Officer of New Merck, Mr. Peter Kellogg as Executive Vice-President and Chief Financial Officer of New Merck, and Mr. John Canan as the Senior Vice President and Controller, who also serves as the principal accounting officer for New Merck. Mr. Clark, Mr. Kellogg and Mr. Canan served in these same roles at Old Merck immediately prior to the Mergers; their biographical information is as follows:

RICHARD T. CLARK - Age 63. Mr. Clark became Chairman, President and Chief Executive Officer of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Clark served as an executive officer of Old Merck, holding the following positions since the dates indicated:

• April, 2007 - Chairman, President and Chief Executive Officer

• May, 2005 - Chief Executive Officer and President

• June, 2003 - President, Merck Manufacturing Division - responsible for the Old Merck's manufacturing, information services and operational excellence organizations worldwide

PETER N. KELLOGG - Age 53. Mr. Kellogg became Executive Vice-President and Chief Financial Officer of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Kellogg served as an executive officer of Old Merck, holding the following position since the date indicated:

• August, 2007 - Executive Vice President and Chief Financial Officer - responsible for Old Merck's worldwide financial organization, investor relations, corporate development and licensing, and the Old Merck's joint venture relationships

Prior to August, 2007, Mr. Kellogg was Executive Vice President, Finance and Chief Financial Officer of Biogen Idec (biotechnology company) since November 2003, after the merger of Biogen, Inc. and IDEC Pharmaceuticals Corporation. Mr. Kellogg was formerly Executive Vice President, Finance and Chief Financial Officer of Biogen, Inc. after serving as Vice President, Finance and Chief Financial Officer since July 2000.

JOHN CANAN - Age 53. Mr. Canan became Senior Vice President and Controller of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Canan served as an executive officer of Old Merck, holding the following positions since the dates indicated:

• January, 2008 - Senior Vice President and Controller - responsible for . . .

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Mergers, the New Merck Board adopted a new code of ethics entitled "Code of Conduct: Our Values and Standards," effective as of the Closing Date (the "New Code"). The New Code and the former code of ethics of Schering-Plough (the "Old Code") provide for written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that New Merck (or Schering-Plough prior to the Mergers) files with, or submits to, the Securities and Exchange Commission and in other public communications; compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations thereof to an appropriate person or persons identified therein; and accountability for adherence thereto. The following discussion describes material differences between the Old Code and the New Code applicable to the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relate to elements enumerated in Item 406(b) of Regulation S-K.

Under the New Code, officers, executives and other designated employees are required to file annual conflict of interest certifications describing actual or potential conflicts. No similar requirement existed under the Old Code. The New Code provides that investments representing less than 1% of a publicly owned company would not be considered a potential conflict of interest, while the Old Code did not specify a threshold of ownership under which there would be no conflict of interest. Under the New Code, company loans to executive officers and directors are prohibited unless such loans existed on July 30, 2002. No similar prohibition existed under the Old Code. The New Code prohibits trading on inside information until the beginning of the second full trading day after public disclosure of the nonpublic information, while under the Old Code a person with inside information was allowed to trade once the nonpublic information was made public in a press release picked up by major media or in an SEC filing.

Item 8.01. Other Events.

On November 3, 2009, Old Merck and Schering-Plough jointly issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The following sets forth a description of the material terms of the New Merck Common Stock:

The description is qualified in its entirety by reference to the certificate of incorporation and bylaws of New Merck attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Under the certificate of incorporation of New Merck, New Merck is authorized to issue an aggregate of 6,520,000,000 shares of capital stock, divided into classes as follows:

• 20,000,000 shares of preferred stock, par value $1.00 per share, issuable in one or more series; and

• 6,500,000,000 shares of common stock, par value $0.50 per share.

Subject to the preferences, qualifications, limitations, voting rights and restrictions with respect to each class of the capital stock of New Merck having any preference or priority over the New Merck Common Stock, the holders of the common stock shall have and possess all rights appertaining to capital stock of New Merck. The holders of shares of New Merck Common Stock are entitled to one vote per share for each share held of record on all matters voted on by shareholders, including the election of directors.

A majority of votes cast by shares of New Merck Common Stock entitled to vote is required for:

• adoption of a proposed amendment to the certificate of incorporation;

• approval of a proposed plan of merger or consolidation;

• approval of a sale, lease, exchange or other disposition of all, or substantially all, the assets of New Merck, not in the usual and regular course of business;

• approval of a proposed plan of exchange; and

• approval of a proposed plan of dissolution.

In addition, unless approved by the affirmative vote of holders of at least two-thirds of the shares of New Merck Common Stock voted thereon by disinterested shareholders, New Merck is prohibited

(subject to exceptions for open market and public transactions) from purchasing shares of New Merck Common Stock at a price in excess of a fair market price from a person known to New Merck to be the beneficial owner of more than 5% of the voting power of the then outstanding shares of New Merck Common Stock.

Holders of New Merck Common Stock are entitled to participate equally in dividends when and as such dividends may be declared by the New Merck Board out of funds legally available therefor. As a New Jersey corporation, New Merck is subject to statutory limitations on the declaration and payment of dividends. In the event of a liquidation, dissolution or winding up of New Merck, holders of New Merck Common Stock have the right to a ratable portion of assets remaining after satisfaction in full of the prior rights of creditors, including holders of New Merck's indebtedness, all liabilities and the aggregate liquidation preferences of any outstanding shares of New Merck preferred stock. The holders of New Merck Common Stock have no conversion, redemption, preemptive or cumulative voting rights. All of the shares of New Merck Common Stock issued by New Merck will be, validly issued, fully paid and non-assessable.

The transfer agent and registrar for New Merck Common Stock is Wells Fargo Bank, N.A.

Takeover Defense

Certain provisions of New Merck's certificate of incorporation and bylaws and of the New Jersey Business Corporation Act (the "NJBCA") may have anti-takeover effects and could delay, defer, or prevent a tender offer or takeover attempt that a shareholder might consider to be in such shareholder's best interests, including attempts that might result in a premium over the market price for the shares held by shareholders, and may make removal of the incumbent management and directors more difficult.

Authorized Shares. New Merck's certificate of incorporation authorizes the issuance of up to 6,500,000,000 shares of New Merck Common Stock and 20,000,000 shares of New Merck preferred stock. These additional authorized shares may also be used by the New Merck Board consistent with its fiduciary duty to deter future attempts to gain control of New Merck, and may discourage attempts by others to attempt to acquire control of New Merck without negotiation with New Merck's Board.

The New Merck Board has the sole authority, subject to the rights of any outstanding series of New Merck preferred stock, to determine the terms of any one or more series of preferred stock, including voting rights, dividend rates, conversion rates, and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, the New Merck Board will have the power to the extent consistent with its fiduciary duty to issue a series of preferred stock to persons friendly to management in order to attempt to block a tender offer, merger or other transaction by which a third party seeks control of us, and thereby assist members of management to retain their positions.

Shareholder Action by Written Consent. The New Merck certificate of incorporation provides that shareholders may not act by written consent. Any shareholder action must be taken at a duly called annual or special meeting.

Special Meetings of Shareholders. In addition to what is provided by the NJBCA, a special meeting may be called at any time by the New Merck Board and, subject to the rights of the holders of any class or series of preferred stock then outstanding, may be called at any time upon the written request of the holders of record of at least 25% or more of the stock entitled to vote at such special meeting.

Notification of Proposed Business and Nominations for Annual Meetings. The New . . .

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited financial statements required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

The unaudited financial statements required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

(b) Pro forma financial information.

The pro forma financial information required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

(d) Exhibits.

Number                                   Description

2.1         Agreement and Plan of Merger, dated as of March 8, 2009, by and among
            Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary
            One, Inc. (formerly Blue, Inc.) and SP Merger Subsidiary Two, Inc.
            (formerly Purple, Inc.) (incorporated by reference to Exhibit 2.1 to
            the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed
            Merck Sharp & Dohme Corp.) on March 10, 2009).

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 3.1     Restated Certificate of Incorporation of Schering-Plough Corporation
         (renamed Merck & Co., Inc.), effective as of November 3, 2009

 3.2     Bylaws of Merck & Co., Inc., effective as of November 3, 2009

 4.1     Indenture, dated as of April 1, 1991, between Merck & Co., Inc. and
         Morgan Guaranty Trust Company of New York, as Trustee (incorporated by
         reference to Exhibit 4 to Registration Statement on Form S-3 of Merck &
         Co., Inc. (renamed Merck Sharp & Dohme Corp.) (File No. 33-39349))

 4.2     First Supplemental Indenture between Merck & Co., Inc. and First Trust of
         New York, National Association, as Trustee (incorporated by reference to
         Exhibit 4(b) to Registration Statement on Form S-3 of Merck & Co., Inc.
         (renamed Merck Sharp & Dohme Corp.) (File No. 333-36383))

 4.3     Second Supplemental Indenture dated as of November 3, 2009, between Merck
         Sharp & Dohme Corp., Merck & Co., Inc. and U.S. Bank Trust National
         Association, as Trustee

 4.4     Fifth Supplemental Indenture, dated as of November 3, 2009, between Merck
         & Co., Inc., Merck Sharp & Dohme Corp. and The Bank of New York Mellon,
         as Trustee

10.1     Amendment No. 1, dated as of April 20, 2009, to the Amended and Restated
         Credit Agreement dated as of April 12, 2006 among Merck & Co., Inc., the
         Lenders party thereto, and Citicorp USA, Inc. as Administrative Agent

10.2     Incremental Credit Agreement, dated as of May 6, 2009, among Merck & Co.,
         Inc., the Guarantors and Lenders party thereto, and JPMorgan Chase Bank,
         N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1
         to the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed
         Merck Sharp & Dohme Corp.) on May 12, 2009)

10.3     Guarantee and Joinder Agreement, dated as of November 3, 2009, by Merck &
         Co., Inc. (formerly Schering-Plough Corporation), for the benefit of the
         Guaranteed Parties named therein

10.4     Guarantor Joinder Agreement, dated as of November 3, 2009, by Merck &
         Co., Inc. (formerly Schering-Plough Corporation), and JPMorgan Chase
         Bank, N.A., as Administrative Agent

10.5     Merck & Co., Inc. 2006 Non-Employee Director Stock Option Plan

10.6     Merck & Co., Inc. Plan for Deferred Payment of Directors' Compensation

10.7     Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan

10.8     Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan

10.9     Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan

10.10    Merck Sharp & Dohme Corp. 1996 Stock Incentive Stock Plan

10.11    Merck & Co., Inc. 2001 Non-Employee Director Stock Option Plan

10.12    Merck & Co., Inc. 1996 Non-Employee Director Stock Option Plan

10.13    Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan

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10.14    Merck & Co., Inc. Change in Control Separation Benefits Plan

10.15    Merck Sharp & Dohme Corp. Deferral Program, including the base Salary
         Deferral Plan

14.1     Code of Ethics: Our Values and Standards

16.1     Letter from Deloitte & Touche LLP to the Securities and Exchange
         Commission, dated November 4, 2009

99.1     Joint Press Release, dated November 3, 2009